Audit Committee

The purpose of the Committee is to assist the Members in fulfilling their responsibilities of oversight and supervision of:

the quality and integrity of the financial statements of the Corporation,

the compliance by the Corporation with legal and regulatory requirements in respect of financial disclosure and reporting,

the adequacy of the internal accounting controls and procedures of the Corporation, and

the qualifications, independence and performance of the independent auditor of the Corporation.

The Committee shall:

Establish and conduct the process for selecting the independent auditor of the Corporation.

Make a recommendation to the Members concerning any selection or replacement of the independent auditor of the Corporation.

Review, evaluate and document the independence of the external auditor.

Review, and advise the Members on, the terms of the proposed service agreement or audit engagement letter between the Corporation and its independent auditor.

Review the audit plan with the independent auditor and recommend its approval to the Members.

Oversee completion of the approved audit plan and review the performance of the independent auditor.

Review the annual audited financial statements of the Corporation before they are approved by the Members.

Discuss accounting principles with independent auditor with a view to maintaining the highest standards of accounting practices for the Corporation.

Ensure that appropriate internal control procedures are in place.

Meet with management of the Corporation to discuss the effectiveness of the internal control procedures established for the Corporation.

Periodically review expenses charged by Members and staff to ensure consistent application of applicable corporate policies and internal controls.

Annually review the draft Corporation operating budget for the next year with staff, prior to the budget being referred to the Corporation for approval.

For so long as any funding agreement or similar agreement with a governmental authority or other funding body is in effect between the Corporation and any such governmental or funding body, review any financial reports which must be submitted thereunder.

Review the investments and transactions that could adversely affect the well-being of the Corporation that the auditor or any Member or officer of the Corporation brings to the attention of the Committee.

Create and periodically review policies related to loaning of computer hardware to any Member of the Corporation.

Identify, monitor and report on financial risks faced by the Corporation.